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                                                                   EXHIBIT 10.14


THIS EMPLOYMENT AGREEMENT IS ENTERED INTO AS OF THE 9th DAY OF APRIL 2003.



BETWEEN:                          TOUCHTUNES DIGITAL JUKEBOX INC.,
                                  a company incorporated under the
                                  laws of Canada with offices at
                                  Three Commerce Place, 4th floor,
                                  Nuns' Island, Verdun, Province of
                                  Quebec, Canada H3E 1H7;


                                  (hereinafter referred to as the "CORPORATION")


AND:                              MR. BENOIT POMERLEAU, 2208 DE BRUXELLES,
                                  STE. JULIE, QUEBEC, J3E 2H7


                                  (hereinafter referred to as the "EXECUTIVE")


IT IS AGREED AS FOLLOWS:


     WHEREAS the Corporation wishes to retain the services of Executive to
provide the services hereinafter described during the term hereinafter set out;


     NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the mutual
covenants and agreements here contained and for other good and valuable
consideration, the parties agree as follows;

1         TERM

1.1       The Corporation shall employ Executive for an indefinite term, such
          employment shall commence on April 22, 2003.

2         DUTIES

2.1       The Corporation hereby confirms having agreed to engage Executive as
          Vice President Operations. In such capacity, Executive shall perform
          such duties and exercise such powers pertaining to such role for the
          Corporation and its affiliates.



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                                                CORPORATION         EXECUTIVE


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2.2       By his acceptance hereof, Executive agrees to devote substantially all
          of his working time, attention and skill to the Corporation and to
          make every effort necessary to promote the success of the
          Corporation's business and perform adequately the duties that are
          assigned to him.

3         REPORTING PROCEDURES

3.1       Executive shall report directly to the President and Chief Executive
          Officer of the Corporation or such other person as designated by the
          Corporation from time to time.

4         REMUNERATION

4.1       The annual base salary payable to Executive for his services hereunder
          shall be $125,000, exclusive of bonuses, benefits and other
          compensation. The annual base salary payable to Executive pursuant to
          the provisions of this Section 4 shall be payable in equal bi-weekly
          installments in accordance with the Corporation's normal practices
          less, in any case, any deductions or withholdings required by law.

4.2       The Corporation shall provide Executive with employee benefits
          comparable to those provided by the Corporation from time to time to
          other senior executives of the Corporation.

5         STOCK OPTIONS

5.1       Subject to the approval of the Board of Directors, Executive shall be
          granted, within 120 days from the commencement of his employment, an
          option to purchase shares of the common stock of TouchTunes Music
          Corporation (hereinafter "TTMC") in conformity with the TouchTunes
          Music Corporation 2000 Long-Term Incentive Plan. The number of options
          to be granted will be determined within the 120 day period and will be
          comparable to those provided to other senior executives of the
          Corporation.

5.2       Options shall vest over a four-year period in equal annual
          installments.

6         BONUS

6.1       Executive is entitled to an annual bonus. Said bonus shall be payable
          on an annual basis and within the following guidelines set by the
          compensation committee. Such bonus will be based upon the achievement
          of the budget plan ("BP") of the Corporation, as approved by the
          Corporation's Board of Directors and will be capped at 35% of base
          salary. The bonus will be based upon a prorated percentage of the
          Corporation's achievement versus BP as set out in Exhibit 1 to this
          agreement. In addition, Executive is entitled to an additional bonus
          at the discretion of the compensation committee up to an additional
          10% of his annual base salary as set out in Exhibit 1.



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                                                CORPORATION         EXECUTIVE


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7         VACATION

7.1       Executive shall be entitled to three (3) weeks of paid vacation per
          fiscal year of the Corporation. Such vacation will be prorated for
          partial years. Should Executive decide not to take all the vacation to
          which he is entitled in any fiscal year, Executive shall be entitled
          to take up to one (1) week of such vacation in the next following
          fiscal year. Upon termination under Section 9, Executive is entitled
          to payment for a maximum of one (1) week of unused vacation.

8         EXPENSES

8.1       Executive shall be reimbursed for all reasonable travel and other
          out-of-pocket expenses incurred by Executive from time to time in
          connection with carrying out his duties hereunder. For all such
          expenses Executive shall furnish to the Corporation supporting
          evidence for expenses in respect of which Executive seeks
          reimbursement. Said expenses must be submitted on a timely basis with
          a maximum delay of four weeks.

8.2       The Corporation shall also reimburse Executive for reasonable cost of
          training and professional development.

8.3       The Corporation shall provide Executive with adequate support and
          equipment to perform his duties.

9         TERMINATION

9.1       This agreement may be terminated, except for continuing obligations
          hereunder as at any such termination, in any of the following
          eventualities and with the following consequences:

9.1.1     at any time, for Cause, on simple notice from the Corporation to
          Executive the whole without any other notice or any pay in lieu of
          notice or any indemnity whatsoever from the Corporation to Executive,
          and any further claims or recourse by Executive against the
          Corporation or its affiliates in respect of such termination; or

          "CAUSE" shall mean cause for dismissal without either notice or
          payment in lieu of notice for reasons of fraud, embezzlement, gross
          negligence, willful and careless disregard or gross dereliction of
          duty, incapacity or refusal to perform employment functions due to
          drug use or alcohol addiction, conviction of a felony, serious breach
          of duty not corrected within thirty (30) days of notice to that effect
          and discriminatory practices governed by statute.

9.1.2     Upon three- (3) months notice in writing from Executive to the
          Corporation, specifying his intention to resign, in which event the
          Corporation shall only be obliged to pay Executive his annual base
          salary hereunder for such remaining part



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                                                CORPORATION         EXECUTIVE


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          of the period specified in the notice from Executive, and the
          Corporation shall have no further obligations.

9.1.3     Upon written notice from the Corporation to Executive in the event of
          termination of his employment without Cause, in which event the
          Corporation shall pay Executive an indemnity in lieu of notice equal
          to six (6) months of Executive's base salary at the time of
          termination, and the Corporation shall have no further obligations
          hereunder in the event of such termination. Such indemnity shall be
          paid to Executive over the six (6) month period following the
          effective date of termination, in accordance with normal and then
          current payroll practices of the Corporation. Executive shall have no
          further claims or recourse against the Corporation or any of its
          affiliates in respect of such termination; or

9.2       For Disability/Death

9.2.1     The Corporation may immediately terminate this agreement by notice to
          Executive if Executive becomes permanently disabled. Executive shall
          be deemed to have become permanently disabled in the event of any
          mental incapacity or physical disability of such severity that
          Executive shall have been unable to attend to any normal duties with
          the Corporation for more than nine (9) consecutive months in any year
          or for twelve (12) months out of any period of twenty-four (24)
          consecutive months during the employment period.

9.2.2     This agreement shall terminate without notice upon the death of
          Executive.

10        SEVERANCE PAYMENTS

10.1      Upon termination of Executive's employment for cause or by the
          voluntary termination of employment of Executive as set forth in
          Section 9.1.1 and 9.1.2, Executive shall not be entitled to any
          severance payment.

10.2      If Executive's employment is terminated for any reason other than the
          reasons set forth in Section 9.1.1 and 9.1.2, Executive shall be
          entitled to receive an indemnity in lieu of notice equal to six (6)
          months of Executive's base salary at the time of termination. Upon
          receipt by the Corporation of a signed Release and Discharge as set
          out in Exhibit 2 of this agreement, such indemnity shall be paid to
          Executive over the six (6) month period following the effective date
          of termination, in accordance with normal and then current payroll
          practices of the Corporation and, all unvested options that would have
          vested during the three (3) month period following the date of such
          termination shall become vested at the date of such termination.

10.2      Upon termination of Executive's employment for disability or death as
          set forth in Section 9.2, all options to purchase common shares in the
          share capital of TTMC granted to Executive shall become vested
          immediately.



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                                                CORPORATION         EXECUTIVE


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11        CONFIDENTIALITY

11.1      Executive shall not, directly or indirectly, without the specific
          prior written consent of the Corporation, at any time after the date
          hereof, divulge to any business, enterprise, person, firm,
          corporation, partnership, association or other entity, or use for
          Executive's own benefit, (i) any confidential information concerning
          the businesses, affairs, customers, suppliers or clients of the
          Corporation or its affiliates, including, without limitation, any
          trade secret (process, plan, form, marketing strategy, etc.), all
          computer programs in any form (diskette, hard disk, tape, printed
          circuit, etc.), all access codes to computer programs together with
          any plan, sketch, diagram, card, contract, bid, price list and client
          list relative to the Corporation's business, or (ii) any non-public
          data or statistical information of the Corporation or its affiliates,
          whether created or developed by the Corporation or its affiliates or
          on their behalf or with respect to which Executive may have knowledge
          or access (including, without limitation, any of the foregoing created
          or developed by Executive), it being the intent of the Corporation and
          Executive to restrict Executive from disseminating or using any data
          or information that is at the time of such use or dissemination
          unpublished and not readily available or generally known to persons
          involved or engaged in businesses of the type engaged in from time to
          time by the Corporation (the "Confidential Information"). For purposes
          of this Employment Agreement, Confidential Information shall not be
          deemed to include:

                  11.1.1   Information that, at the time of disclosure under
                           this Employment Agreement or during Executive's
                           employment, is in the public domain or that, after
                           disclosure under this Employment Agreement or in
                           connection with Executive's employment, becomes part
                           of the public domain by publication or otherwise
                           through no action or fault of Executive or any other
                           party subject to an obligation of confidentiality;

                  11.1.2   Information that the Corporation authorizes Executive
                           to disclose in writing; or

                  11.1.3   Information that Executive is required to disclose
                           pursuant to a final court order that the Corporation
                           has had an opportunity to contest prior to any such
                           disclosure.


11.2      This undertaking to respect the confidentiality of the Confidential
          Information and to not make use of or disclose or discuss it to or
          with any person shall continue to have full effect notwithstanding the
          termination of Executive's employment with the Corporation for a
          period of two (2) years following the date of such termination.



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                                                CORPORATION         EXECUTIVE


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12        NON-SOLICITATION

12.1      Executive agrees that he shall not, during his employment and for a
          period of twelve (12) months following the termination of his
          employment, on her own behalf or on behalf of any person, whether
          directly or indirectly, in any capacity whatsoever, alone, through or
          in connection with any person, employ, offer employment to or solicit
          the employment or the engagement of or otherwise entice away from the
          employment of the Corporation or its subsidiaries, any individual who
          is employed by the Corporation or its subsidiaries at the time of the
          termination of Executive's employment or who was employed by the
          Corporation or its subsidiaries in the six (6) month period preceding
          the termination of Executive's employment.

13        NON-COMPETITION

13.1      Executive agrees that during the Employment Term and for a period of
          twelve (12) months after Executive ceases to be employed by the
          Corporation, Executive shall not, directly or indirectly, for
          Executive's own account or as an employee, officer, director, partner,
          joint venture, shareholder, investor, consultant or otherwise (except
          as an investor in a corporation whose stock is publicly traded and in
          which Executive holds less than 5% of the outstanding shares) engage
          in any business or enterprise, in the United States of America, that
          directly or indirectly competes with the business of the Corporation,
          as it exists now or in the future during the Employment Term.

14        INTELLECTUAL PROPERTY

14.1      For the purposes of this Agreement, the term "Inventions" means ideas,
          designs, concepts, techniques, inventions and discoveries, whether or
          not patentable or protectable by copyright and whether or not reduced
          to practice, including but not limited to devices, processes,
          drawings, works of authorship, computer programs, methods and formulas
          together with any improvement thereon or thereto, derivative works
          therefrom and know-how related thereto made, developed or conceived by
          Executive while at the employment of the Corporation during working
          hours using the Corporation's data or facilities and which relates to
          the Corporation's areas of business.

14.2      Executive shall assign and hereby does assign all Inventions to the
          Corporation. Executive shall disclose all Inventions in writing to the
          Corporation, shall assist the Corporation in preparing patent or
          copyright applications for Inventions, and execute said applications
          and all other documents required to obtain patents or copyrights for
          those Inventions and/or to vest title thereto in the Corporation, at
          the Corporation's expense, but for no additional consideration to
          Executive. In the event that the Corporation requires assistance under
          this Section after termination of



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          employment, Executive shall provide such assistance at the cost and
          expense of the Corporation.

14.3      During the term of this Agreement or after termination, on request of
          the Corporation and at the cost and expense of the Corporation,
          Executive shall execute specific assignments in favor of the
          Corporation or nominees of any of the Inventions covered by this
          Section, as well as execute all papers and perform all lawful acts
          that the Corporation considers reasonably necessary or advisable for
          the preparation, prosecution, issuance, procurement and maintenance of
          patent or copyright applications and patents and copyrights for the
          Inventions, and for transfer of any interest Executive may have, and
          shall execute any and all papers and lawful documents required or
          necessary to vest title in the Corporation or its nominee in the
          Inventions.

15        ENFORCEABILITY

15.1      Executive hereby confirms and agrees that the covenants and
          restrictions pertaining to Executive contained in this agreement,
          including, without limitation those contained in Sections 11 to 15
          hereof, are reasonable and valid.

15.2      Without limiting the remedies available to the Corporation, Executive
          hereby expressly acknowledges and agrees that a breach of the
          covenants contained in Sections 11 to 15 may result in materially
          irreparable harm to the Corporation for which there is no adequate
          remedy at law; that it will not be possible to measure damages for
          such injuries precisely, and that, in the event of such a breach, the
          Corporation shall be entitled to obtain any or all of a temporary
          restraining order and a preliminary or permanent injunction
          restraining Executive from engaging in activities prohibited by the
          provisions of Sections 11 to 15 or such other relief as may be
          required to enforce specifically any of the covenants of Sections 11
          to 15. Such proceedings shall not preclude the Corporation from
          claiming for damages that it has suffered.

16        RETURN OF MATERIALS

16.1      All files, forms, brochures, books, materials, written correspondence,
          memoranda, documents, manuals, computer disks, software products and
          lists (including lists of customers, suppliers, products and prices)
          pertaining to the business of the Corporation or any of its affiliates
          and associates that may come into the possession or control of
          Executive shall at all times remain the property of the Corporation or
          such subsidiary or associate, as the case may be. On termination of
          Executive's employment for any reason, Executive agrees to deliver
          promptly to the Corporation all such property of the Corporation in
          the possession of Executive or directly or indirectly under the
          control of Executive. Executive agrees not to make for his personal or
          business use or that of any other party, reproductions or copies of
          any such property or other property of the Corporation.



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17        GOVERNING LAW

17.1      This agreement shall be governed by and construed in accordance with
          the laws of the province of Quebec.

18        SEVERABILITY

18.1      If any provision of this agreement, including the breadth or scope of
          such provision, shall be held by any court of competent jurisdiction
          to be invalid or unenforceable, in whole or in part, such invalidity
          or unenforceability shall not affect the validity or enforceability of
          the remaining provisions, or part thereof, of this agreement and such
          remaining provisions, or part thereof, shall remain enforceable and
          binding.

19        NO ASSIGNMENT

19.1      Executive may not assign, pledge or encumber Executive's interest in
          this agreement nor assign any of the rights or duties of Executive
          under this agreement without the prior written consent of the
          Corporation.

20        SUCCESSORS

20.1      This agreement shall be binding on and inure to the benefit of the
          successors and assigns of the Corporation and the heirs, executors,
          personal legal representatives and permitted assigns of Executive.

21        SURVIVAL OF COVENANTS

21.1      Insofar as any of the obligations contained in this agreement are
          capable of surviving termination of this agreement they shall so
          survive and continue to bind Executive notwithstanding the termination
          of the agreement for whatsoever reason.

22        LEGAL ADVICE

22.1      Executive hereby represents and warrants to the Corporation and
          acknowledges and agrees that he had the opportunity to seek and was
          not prevented nor discouraged by the Corporation from seeking
          independent legal advice prior to the execution and delivery of this
          agreement and that, in the event that he did not avail himself of that
          opportunity prior to signing this agreement, he did so voluntarily
          without any undue pressure and agrees that his failure to obtain
          independent legal advice shall not be used by him as a defense to the
          enforcement of his obligations under this agreement.


                            (SIGNATURES ON PAGE 9)



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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first above written.


                            TOUCHTUNES DIGITAL JUKEBOX INC.


                             /s/ Matthew Carson
                            ----------------------------------------------------
                            per: Matthew Carson, Vice President Finance & CFO



                            EXECUTIVE


                             /s/ Benoit Pomerleau
                            ----------------------------------------------------
                                 Benoit Pomerleau